FORM OF DIRECTOR DEFERRED FEE AGREEMENT

THIS AGREEMENT, dated as of _________________, is by and between MAXXAM Inc., a Delaware corporation (the “Company”), and _________________   (the “Director”), currently residing at _________________, _________________.

WHEREAS,  the Director currently serves as a member of the Board of Directors of the Company (the “Board”) and receives remuneration (“Director’s Fees”) from the Company in that capacity; and

WHEREAS, the Director desires to enter into an arrangement providing for the deferral of Director’s Fees; and

WHEREAS, the Company is agreeable to such an arrangement;

NOW, THEREFORE, it is agreed as follows:

1.   The Director irrevocably elects to defer receipt, subject to the provisions of this Agreement, of ______ percent of any Director’s Fees which may otherwise become payable to the Director for the calendar year _____ [may not be the current year] and which relate to services performed after January 1, _____.  Such election shall continue in effect with respect to any Director’s Fees which may otherwise become payable to the Director for any calendar year subsequent to _____ unless, prior to January 1 of such year, the Director shall have delivered to the Secretary of the Company a written revocation of such election with respect to Director’s Fees for services performed after the date of such revocation.  Until such time as the election made under this paragraph is revoked, the percentage specified in the first sentence hereof shall apply on each occasion on which Director’s Fees would otherwise be paid to the Director.  Director’s Fees with respect to which the Director shall have elected to defer receipt are hereinafter referred to as “Deferred Director’s Fees.”  The foregoing election shall not be valid unless it is submitted, with paragraph 6 properly completed, before the end of the calendar year preceding the calendar year in which the fees to be deferred are earned.

2.          The Company shall credit the amount of Deferred Director’s Fees to a book account (the “Deferred Fee Account”) as of the date such fees would have been paid to the Director had this Agreement not been in effect. Director’s Fees which would otherwise be payable for attending a meeting of the Board or of a committee thereof shall be credited to the Deferred Fee Account as of the first business day following such meeting; Director’s Fees which would otherwise be payable as a retainer shall be credited to the Deferred Fee Account as of the first business day of the period to which they relate.

of the amount credited to the Deferred Fee Account pursuant to paragraph 2 shall be deemed invested in a number of phantom shares (including any fractional share) of the Company’s  Common Stock equal to the quotient of (a) such amount divided by (b) the closing market price (the “Closing Price”) of a share of Common Stock as reported for the date such amount is   credited to the Deferred Fee Account. Whenever a cash dividend is paid on Common Stock, the Deferred Fee Account shall be credited as of the payment date with a number of phantom shares (including any fractional share) equal to the quotient of (y) an amount equal to the cash dividend payable on a number of shares of Common Stock equal to the number of phantom shares (excluding any fractional share) standing credited to such Account at the record date divided by (z) the Closing Price on such payment date. In the event of a stock dividend or distribution, stock split, recapitalization or the like, the Deferred Fee Account shall be credited as of the payment date with a number of phantom shares (including any fractional share) equal to the number of shares (including any fractional share) of Common Stock payable in respect of shares of Common Stock equal in number to the number of phantom shares (excluding any fractional share) standing credited to such Account at the record date.  At the time any payment is to be made from the Deferred Fee Account pursuant to paragraph 6, the number of phantom shares then   standing credited thereto shall be valued at the Closing Price on   the first business day of the month in which such   payment is   to be made, and such payment shall be made in cash.

of the standing balance credited to the Deferred Fee Account as of the last business day of each month shall be increased to an amount reflecting interest on such